Terms and conditions of sale

These terms and conditions of sale (the "Terms") govern all consulting, software development and automation services provided by Adrien Bonvallet, sole trader registered in France under the micro-entreprise regime, SIRET 102 692 365 00012, with registered address at 35 chemin de Miribel, 69720 Saint-Bonnet-de-Mure, France (the "Provider").

They apply to any business client (the "Client") who has accepted a quote issued by the Provider, to the exclusion of any other terms, in particular the Client's purchasing conditions, unless otherwise agreed in writing.

Acceptance of the quote constitutes unreserved acceptance of these Terms, which prevail over any other document.

This English version is provided for information purposes. In the event of any discrepancy, the French version prevails.

The services offered are intended exclusively for business clients acting in the course of their activity. No service is provided to consumers within the meaning of the French consumer code.

Every engagement is covered by a written quote setting out the scope, deliverables, indicative schedule and price. Quotes are valid for thirty (30) days from their date of issue.

The contract is formed when the Provider receives the quote signed by the Client, marked "Bon pour accord", together with payment of the deposit set out in article 4.

Any request falling outside the scope described in the quote requires a written, costed and signed amendment before it is carried out.

The Provider is bound by an obligation of means (obligation de moyens). The Provider undertakes to perform the services in accordance with professional standards and the specifications agreed in the quote.

The services rely in part on artificial intelligence models whose outputs are probabilistic. The Provider does not guarantee absolute accuracy on automated processing, but commits to the quality thresholds and control mechanisms defined in the quote, in particular the flagging of low-confidence processing and its referral to human validation.

The Client remains responsible for decisions taken on the basis of data produced by the delivered tools, and for maintaining internal controls appropriate to its own risks.

Prices are stated in euros. VAT not applicable, article 293 B of the French tax code.

Unless otherwise stated in the quote, invoicing follows this schedule: thirty percent (30%) on order, the balance on delivery. Time-and-materials work is invoiced monthly.

Invoices are payable within thirty (30) days of the invoice date, by bank transfer.

Pursuant to articles L. 441-10 and D. 441-5 of the French commercial code, late payment automatically triggers, without prior notice, late payment interest at the European Central Bank's most recent refinancing rate plus ten (10) percentage points, together with a fixed recovery charge of forty (40) euros. Additional compensation may be claimed on evidence where actual recovery costs are higher.

No early payment discount is granted.

Where payment remains outstanding fifteen (15) days after a formal notice has gone unanswered, the Provider may suspend ongoing services without incurring liability.

The Client undertakes to cooperate actively in the proper performance of the services and appoints a single point of contact with the necessary decision-making authority.

The Client provides, in good time, the information, access, test environments, representative data sets and validations required. The Client warrants that it holds the rights and authorisations over the data it supplies.

Any delay attributable to the Client in providing these elements or in issuing expected validations postpones the agreed timelines accordingly, with no compensation or penalty borne by the Provider.

Timelines stated in the quote are indicative and depend in particular on the Client's responsiveness under article 5.

Unless a firm date backed by penalties has been expressly agreed in writing, exceeding a timeline gives rise to neither cancellation of the order nor compensation.

On delivery, the Client has ten (10) business days to carry out acceptance testing and notify in writing any non-conformities against the specifications in the quote.

Failing notification within that period, or where the deliverable is put into actual operational use, it is deemed accepted without reservation.

Duly notified non-conformities are corrected by the Provider within a reasonable time at no additional cost. Requests amounting to new features require an amendment.

The Provider warrants correction of reproducible defects affecting the conformity of deliverables to the specifications, reported in writing within thirty (30) days of acceptance.

Excluded from the warranty: defects resulting from modification of the deliverables by the Client or a third party, from improper use, from changes in the Client's technical environment, from the failure of a third-party service, and the variability of artificial intelligence outputs referred to in article 3.

Beyond that period, maintenance and support are provided as a separate service charged at the rates in force.

Bespoke developments produced for the Client during the engagement, together with the associated documentation, are assigned to the Client on an exclusive basis under articles L. 131-3 et seq. of the French intellectual property code, for the full statutory term of protection and worldwide, subject to the condition precedent of full payment of the price.

The assignment covers the rights of reproduction, representation, adaptation, modification and commercialisation of the bespoke developments concerned.

Pre-existing or generic components, libraries, tools, methods and know-how reused during the engagement remain the exclusive property of the Provider. The Provider grants the Client a non-exclusive, irrevocable, worldwide licence over them for the statutory term of the rights, limited to the operation of the deliverables.

Third-party components and open source software integrated into the deliverables remain governed by their respective licences, disclosed to the Client on delivery.

Unless the Client objects in writing, the Provider may name the Client and describe the nature of the engagement in non-confidential terms as a commercial reference.

Each party undertakes not to disclose the other party's confidential information learned during the engagement, and to use it solely for the purposes of performing the contract.

This undertaking remains in force for the term of the contract and for three (3) years thereafter.

Information that is publicly available, already known to the receiving party without a confidentiality obligation, or whose disclosure is required by a judicial or administrative authority, is not treated as confidential.

Each party undertakes to comply with applicable personal data protection law, in particular Regulation (EU) 2016/679 (GDPR) and French Act No. 78-17 of 6 January 1978 as amended.

Where performance of the engagement leads the Provider to process personal data on behalf of the Client, the Provider acts as a processor within the meaning of article 28 of the GDPR. Purposes, data categories, retention periods and security measures are then set out in a data processing agreement annexed to the quote.

The Provider retains no Client data beyond what is necessary for the engagement and deletes or returns it at the end of the contract at the Client's request.

Unless otherwise agreed in writing, processing and hosting take place within the European Union.

At the end of the engagement, the Provider hands over the source code of the bespoke developments, the technical and functional documentation and the configuration required to operate the deliverables independently.

Handover assistance can be provided on request, charged at the rates in force.

The Provider's liability may only be engaged in the event of proven fault and solely for direct and foreseeable damage suffered by the Client.

Indirect damage is expressly excluded, in particular loss of revenue, profit, customers, data or reputation, as well as the consequences of decisions taken by the Client on the basis of the deliverables.

In any event, the Provider's liability under the contract is capped at the amount excluding tax actually paid by the Client for the service giving rise to the damage.

These limitations do not apply in cases of wilful misconduct, gross negligence or personal injury.

The Provider may subcontract all or part of the services, subject to informing the Client beforehand. The Provider then remains solely responsible to the Client for proper performance of the services.

Neither party may be held liable for a failure resulting from an event of force majeure within the meaning of article 1218 of the French civil code and the case law of the French courts.

Performance of obligations is suspended for the duration of the event. Should it continue beyond thirty (30) days, either party may terminate the contract by registered letter, with services already performed remaining payable.

In the event of a serious breach by either party, not remedied within fifteen (15) days of written formal notice, the other party may terminate the contract automatically, without prejudice to any damages.

On termination, services performed and costs incurred as at the effective date remain payable to the Provider. The deposit paid is retained by the Provider where termination results from the Client's actions.

Under article L. 221-3 of the French consumer code, a professional employing five people or fewer who enters into a contract outside their main field of activity benefits from a fourteen (14) day right of withdrawal from the conclusion of the contract.

The Client may expressly waive this period by requesting immediate performance in writing. In that case the Client remains liable for services performed before the right of withdrawal is exercised.

These Terms are governed by French law.

In the event of a dispute, the parties undertake to seek an amicable solution before any litigation.

Failing an amicable settlement, any dispute falls within the exclusive jurisdiction of the courts of the Provider's registered office, including where there are multiple defendants or third-party proceedings.

If any provision of these Terms is held void or unenforceable, the remaining provisions remain in full force.

The Provider's failure to rely on a provision does not constitute a waiver of the right to rely on it later.

The Provider reserves the right to amend these Terms. The applicable version is the one in force on the date the quote is accepted.